SITE Centers Corp.ï  2019 Proxy Statement    3

4    SITE Centers Corp.ï  2019 Proxy Statement

DDRSITE Centers Corp.  ï  20182019 Proxy Statement    5

Transactions with the Otto Family

In 2009, we entered into a stock purchase agreement with Mr. Alexander Otto. Pursuant to this agreement, Mr. Otto and certain members of his family, (including but not limited to Katharina Otto-Bernstein), whom we collectively refer to as the Otto Family, purchased 40,000,000 common shares of the Company, which we refer to as the Purchased Shares. In connection with the sale of the Purchased Shares, we also entered into an investor rights agreement with Mr. Otto under which he has a right to nominate individuals for election to our Board depending on the Otto Family’s level of ownership in the Company. During such time as the Otto Family beneficially owns 17.5% or more of our outstanding common shares, our Board will nominate two persons recommended by the Otto Family who are suitable to us to become members of our Board at each annual election of Directors, and during such time as the Otto Family beneficially owns less than 17.5% but more than 7.5% of our outstanding common shares, our Board will nominate one person recommended by the Otto Family who is suitable to us to become a member of our Board at each annual election of Directors. In accordance with the investor rights agreement, Dr. Finne has been proposed by Mr. Otto and subsequently nominated and elected to our Board annually since 2009. Beginning in 2015, Mr.  Otto has designated himself as the second person to be nominated by our Board pursuant to the investor rights agreement.

Independent Directors

Our Board has affirmatively determined that all Directors who served during 2017 were2018 (except for Messrs. Otto, Lukes, August, and Dr. Finne),Mr. Lukes) were, and all Directors nominated for election by the Board in 20182019 (except for Mr. Lukes) are, independent within the meaning of the rules of the NYSE and, as applicable, the rules of the SEC, including with respect to the applicable director’sDirector’s service on the Compensation Committee and/or, excluding Mr. Otto and Dr. Finne, the Audit Committee. Our Corporate Governance Guidelines provide that our Board will be comprised of a majority of independent Directors and that only those Directors or nominees who meet the listing standards of the NYSE will be considered independent. Our Board reviews annually the relationships that each Director or nominee has with us (either directly or indirectly), and only those Directors or nominees whom our Board affirmatively determines have no material relationship with us will be considered independent.

Director Qualifications and Review of Director Nominees

The Nominating and Corporate Governance Committee reviews annually with our Board the composition of our Board as a whole and recommends, if necessary, action to be taken so that our Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for our Board as a whole and contains at least the

6    SITE Centers Corp.ï  2019 Proxy Statement

with our Corporate Governance Guidelines, and will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills, and expertise that are likely to enhance our Board’s ability to oversee our affairs and business, including, when applicable, to enhance the ability of committees of our Board to fulfill their duties.

The Nominating and Corporate Governance Committee will consider suggestions forwarded by shareholders to our Secretary concerning qualified candidates for election as Directors. To recommend a prospective nomineecandidate for the Nominating and Corporate Governance Committee’s consideration and potential recommendation to the Board for nomination for Director, a shareholder may submit the candidate’s name and qualifications to our Secretary, Aaron M. Kitlowski, at the following address: 3300 Enterprise Parkway, Beachwood, Ohio 44122. The Nominating and Corporate Governance Committee has not established specific minimum qualifications that a candidate must have to be recommended to our Board. However, in determining qualifications for new Directors, the Nominating and Corporate Governance Committee considers those guidelines described above. The Nominating and Corporate Governance Committee will consider a pool of potential Board candidates established from recommendations from shareholders and third parties, including management and current Directors, as well as pursuant to the investor rights agreement described above under the caption “Transactions with the Otto Family.” The Nominating and Corporate Governance Committee may, in its discretion, retain a search consultant to supplement the pool of potential Board candidates considered for nomination.

TheOur Code of Regulations sets forth the requirements with respect to the nomination of candidates for Director by shareholders.

2018 Director Recruitment Process

In 2018, the Nominating and Corporate Governance Committee conducted a search for two new directors to replace Mr. Robert H. Gidel who did not stand for re-election to our Board has submitted a proposal included in this Proxy Statement to be voted upon by shareholders at the May 2018 Annual Meeting to implement proxy accessof Shareholders and Messrs. Scott D. Roulston and Barry A. Sholem who resigned from the Board on June 30, 2018 in connection with future annual meetingsthe spin-off of shareholders. If implemented, such procedures willRVI. In connection with its process, the Nominating and Corporate Governance Committee retained Korn Ferry, an executive search firm, to help identify director prospects, perform candidate outreach, assist in reference and background checks and provide other related services. During its search, the Nominating and Corporate Governance Committee placed an emphasis on increasing the skills and diversity of the Board and sought candidates who could provide perspective and strategic guidance on the evolving impact of e-commerce on retailers and the mannerintersection of retail, real estate and technology. Specifically, the Nominating and Corporate Governance Committee targeted candidates with experience in which shareholders may nominate Directorlogistics and the supply chain process, consumer data analytics, retail management, financial reporting and capital markets. Korn Ferry presented the Nominating and Corporate Governance Committee with over thirty qualified candidates for electionits consideration, and members of the Nominating and Corporate Governance Committee and the Board interviewed seven candidates before Mses. Abraham and Sweeney were elected to the Board.Board on October 8, 2018. Following the election of Mses. Abraham and Sweeney to our Board, four of our seven incumbent independent directors have served on our Board for fewer than five years and three of our seven incumbent independent directors are women.

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Deferred Compensation Plan will not be distributed to him until the end of the deferral period selected. As of December 31, 2017,2018, Mr. Ahern had 1,029514 units deferred under this plan valued at $9,220$5,690 based on the closing price of our common shares on December 29, 2017 (the last trading day31, 2018.

In connection with the Reverse Stock Split, the number of 2017)units held by each participant under the Equity Deferred Compensation Plan was adjusted to reflect the 1-for-2 ratio used in the Reverse Stock Split. Further, in connection with the adjustments to outstanding equity awards that were approved in connection with the spin-off of RVI in July 2018, holders of units held under the Equity Deferred Compensation Plan received a cash payment in an amount substantially equal to the value of the distribution of RVI common shares that would have been received by the holders if such units had been unrestricted common shares of the Company (subject to potential deferral elections).

Director Stock Ownership Guidelines

Eachnon-employee Director must own common shares or common share equivalents with an aggregate market value of no less than five times the cash portion of the annual retainer fee paid to a Director. This ownership requirement generally must be met no later than the fifth anniversary of the date restricted shares or common shares comprising a component of the Director’s compensation are first granted to the Director, and on each December 31st thereafter. Our Board established this particular level of stock ownership for ournon-employee Directors because we want to have the interests of ournon-employee Directors aligned with the investment interests of our shareholders. To this end, and unless otherwise approved by the Nominating and Corporate Governance Committee, eachnon-employee Director is required to retain at least 50% of the common shares and common share equivalents received by the Director as compensation until such time as the minimum share ownership requirement has been satisfied. Common share units acquired by Directors under our deferred compensation plans constitute common share equivalents and count toward satisfying the stock ownership guidelines. All Directors were in compliance with the Director stock ownership guidelines as of December 31, 2017.2018.

14    DDRSITE Centers Corp.  ï  20182019 Proxy Statement

4. Proposal Two: Adoption of an Amendment to the Company’s Articles of Incorporation to Eliminate the Ability of Shareholders to Exercise Cumulative Voting in the Election of Directors

Proposal Summary and Board Recommendation

We are asking our shareholders to adopt an amendment to our Third Amended and Restated Articles of Incorporation to eliminate the ability of shareholders to exercise cumulative voting in Director elections. Under Ohio law, because our Third Amended and Restated Articles of Incorporation currently do not address cumulative voting, our shareholders can cumulate votes in Director elections at any meeting held for that purpose, whether or not the election is contested. Cumulative voting enables a shareholder to cumulate his or her voting power by giving one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of shares held by the shareholder, or distributing those votes among two or more candidates as the shareholder sees fit. Thus, with cumulative voting, a shareholder can cast all of his, her or its votes “for” one candidate or a small group of candidates, instead of voting either “for” or “against” each candidate.

Consequently, a candidate may be elected even if he or she was not supported by the holders of a majority of our shares. For example, because eight Directors are to be elected at the Annual Meeting of Shareholders, a group of shareholders collectively holding approximately 10% of our outstanding common shares, by merely cumulating and casting votes for a single Director candidate, could elect one Director in a contested election, even if the candidate is not supported by approximately 90% of shareholders, based on 369,271,805 common shares outstanding on March 14, 2018 and assuming approximately 89% of the outstanding common shares are voted at the Annual Meeting of Shareholders.

The Board of Directors believes that each Director is accountable to and should represent the interests of all of our shareholders, and not just to a minority shareholder that has cumulatively voted its shares and that may have special interests contrary to those of a majority of our shareholders. Among other things, the election of Directors with little or no support from shareholders, other than a particular minority shareholder, could result in partisanship and discord on the Board of Directors, and may impair the ability of the Directors to act in the best interests of all of our shareholders and the Company. The Board of Directors, therefore, believes that each candidate should be elected only if he or she receives broad support, which may not be the case under a cumulative voting system.

Furthermore, the Board of Directors believes that very few comparable companies have cumulative voting in the election of Directors, and retaining cumulative voting makes our governance practices inconsistent with market standards.

Finally, as described in Proposal Three, we are also asking shareholders to adopt proxy access procedures for Director elections at future annual meetings. The Board of Directors believes that cumulative voting is incompatible with proxy access, which provides substantial shareholders with the means to influence Director elections significantly by directing all or a large percentage of their votes toward just one Director’s seat. Moreover, proxy access is intended to give individuals or small shareholder groups an ability to influence Director elections by including nominees in our proxy materials. Consequently, eliminating cumulative voting will ensure that only those nominees with broad shareholder support will ultimately be elected to the Board of Directors. For these reasons, the Board of Directors believes that eliminating cumulative voting when implementing proxy access procedures strikes an appropriate balance.

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This proposal to eliminate cumulative voting is not in response to any shareholder effort of which we are aware to remove any Directors or otherwise gain representation on the Board of Directors, to accumulate our common shares, or to obtain control of the Company or the Board of Directors by means of a solicitation in opposition to management or otherwise.

The actual text of the proposed revisions to ARTICLE SEVENTH of our Third Amended and Restated Articles of Incorporation, marked with underlining to indicate additions, is attached to this Proxy Statement as Annex A. The amendment to the Third Amended and Restated Articles of Incorporation will become effective upon its filing with the Secretary of State of Ohio (which is expected to occur promptly following shareholder approval), subject to shareholder approval of this Proposal Two.

Approval of this management proposal will require the affirmative vote of the holders of a majority of the outstanding common shares of the Company. Shares represented by properly delivered proxies will be voted at the meeting in accordance with the shareholders’ instructions. In the absence of specific instructions, the shares will be voted FOR this management proposal. Abstentions and brokernon-votes will have the same effect as votes cast against the proposal. If this proposal is approved by our shareholders, it will be implemented only if Proposal Threeis also approved. Accordingly, even if this proposal is approved by our shareholders, it will not be implemented unless Proposal Threeis also approved by our shareholders at the Annual Meeting.

BOARD RECOMMENDATION:

“For” the Adoption of an Amendment to the Company’s Articles of Incorporation to

Eliminate the Ability of Shareholders to Exercise Cumulative Voting in the Election of Directors.

18    DDR Corp.ï  2018 Proxy Statement

5. Proposal Three: Adoption of an Amendment to the Company’s Code of Regulations to Implement Proxy Access in Connection with Annual Meetings of Shareholders

Proposal Summary and Board Recommendation

We are asking our shareholders to approve an amendment to our Amended and Restated Code of Regulations to implement “proxy access” in connection with future annual meetings of shareholders. Proxy access, as further described below, allows eligible shareholders to include their own nominee or nominees for election to the Board of Directors in our proxy materials, along with candidates nominated by the Board of Directors.

This proposal is a result of an ongoing review of corporate governance matters by the Board of Directors and its Nominating and Corporate Governance Committee. The Board of Directors and the Nominating and Corporate Governance Committee have considered the advantages and disadvantages of providing proxy access rights to shareholders, including the view that proxy access rights would increase the accountability of Directors to shareholders and would allow shareholders to express preferences in Director nominations more easily. This proxy access proposal addresses our findings and we believe it to be in line with market practices.

The proposed amendment would permit a single shareholder, or group of up to 20 shareholders, holding full voting and investment rights and full economic interest, that has maintained continuous ownership of at least three percent of the Company’s outstanding common shares for at least the previous three years to include a specified number of Director nominees for election to the Board of Directors in the proxy statement for the Company’s annual meeting of shareholders.

Number of Shareholder-Nominated Candidates

The maximum number of shareholder-nominated candidates would be equal to 20 percent of the Directors in office as of the last day a shareholder nomination may be delivered or received or, if the 20 percent calculation does not result in a whole number, the closest whole number below 20 percent and in any event, not less than two shareholder nominated candidates. If the Board of Directors decides to reduce the size of the Board of Directors after the nomination deadline due to Director retirement, resignation or otherwise, the 20 percent calculation will be applied to the reduced size of the Board of Directors, with the potential result that a shareholder-nominated candidate may be disqualified. Shareholder-nominated candidates that the Board of Directors determines to include in the proxy materials as Board-nominated candidates will be counted against the maximum.

Procedure for Selecting Candidates in the Event the Number of Nominees Exceeds the Maximum

Nominating shareholders are required to provide a list of their proposed nominees in rank order. If the number of shareholder-nominated candidates exceeds the maximum number of permitted shareholder candidates, the highest ranked nominee from the nominating shareholder or group of nominating shareholders, as the case may be, with the largest qualifying ownership will be selected for inclusion in the proxy materials first followed by the highest ranked nominee from the nominating shareholder or group of shareholders, as the case may be, with the next largest qualifying ownership, and continuing on in that manner, until the maximum number of nominees is reached.

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Nominating Procedure

Requests to include shareholder-nominated candidates in our proxy materials must be received, under most circumstances, no earlier than 150 days and no later than 120 days before the anniversary of the date that we issued our proxy statement for the previous year’s annual meeting of shareholders. Each shareholder or shareholder group seeking to include a shareholder nominee in our proxy materials is required to provide certain information, including, but not limited to, the verification of share ownership, biographical information about the nominee and certain representations, as set forth in the proposed amendment attached hereto as Annex B.

Independence and Other Qualifications of Shareholder Nominees

A shareholder nominee would not be eligible for inclusion if the Board of Directors determines that he or she is not independent under the listing standards of the principal U.S. exchange upon which our common shares are listed (which is the NYSE), any applicable rules of the SEC, or any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of Directors.

Furthermore, a shareholder nominee would not be qualified to be a Director if, among other things: (i) his or her election would cause us to be in violation of our governing documents, the listing standards of the principal U.S. exchange upon which our common shares are listed, any applicable federal law, rule or regulation or our publicly disclosed policies and procedures; (ii) he or she has been an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, within the past three years; (iii) he or she is a named subject of a pending criminal proceeding or has been convicted in a criminal proceeding within the past 10 years (excluding traffic violations and other minor offenses); (iv) he or she is subject to certain enforcement orders related to the regulation of securities; or (v) he or she has provided, or his or her nominating shareholder or group of nominating shareholders has provided, information to us that is not accurate, truthful and complete in all material respects, or that otherwise contravenes certain specified agreements, representations or undertakings.

The proposed amendment to the Amended and Restated Code of Regulations is set forth in Annex B, with deletions indicated by strike-throughsand additions indicated by underlining. The amendment to the Amended and Restated Code of Regulations will become effective upon the filing of the amendment to the Third Amended and Restated Articles of Incorporation referred to in Proposal Two with the Secretary of State of Ohio (which is expected to occur promptly following shareholder approval of such proposal), subject to shareholder approval of this Proposal Three.

Approval of this management proposal will require the affirmative vote of the holders of a majority of the outstanding common shares of the Company. Shares represented by properly delivered proxies will be voted at the meeting in accordance with the shareholders’ instructions. In the absence of specific instructions, the shares will be voted FOR this management proposal. Abstentions and brokernon-votes will have the same effect as votes cast against the proposal. If this proposal is approved by our shareholders, it will be implemented only if Proposal Twois also approved. Accordingly, even if this proposal is approved by our shareholders, it will not be implemented unless Proposal Twois also approved by our shareholders at the Annual Meeting.

BOARD RECOMMENDATION:

“For” the Adoption of an Amendment to the Company’s Code of Regulations to Implement Proxy Access in Connection with Annual Meetings of Shareholders.

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6. Proposal Four: Authorization of the Company’s Board of Directors to Effect, in its Discretion, a Reverse Stock Split of the Company’s Common Stock and Adoption of a Corresponding Amendment to the Company’s Articles of Incorporation

Proposal Summary and Board Recommendation

We are asking our shareholders to (i) authorize the Board of Directors to effect, in its discretion prior to December 31, 2018, a reverse stock split of the outstanding common shares of the Company, as well as those held in treasury, at a ratio of1-for-2 and (ii) adopt a corresponding amendment to our Third Amended and Restated Articles of Incorporation to effect the reverse stock split, reduce proportionately the total number of common shares that the Company is authorized to issue and reduce proportionally the stated capital of the Company, subject to the Board of Directors’ authority to abandon such reverse stock split and amendment.

If the shareholders approve this Proposal Four, the Board of Directors will effect the reverse stock split and cause the corresponding amendment to our Third Amended and Restated Articles of Incorporation to be filed with the Secretary of State of the State of Ohio only if the Board of Directors determines that the reverse stock split is in the best interests of the Company and its shareholders. The Board of Directors may determine in its discretion not to effect the reverse stock split and not to file the amendment.

Purposes of the Reverse Stock Split

The Board of Directors believes that implementing the reverse stock split would increase the market price of our common shares, as fewer shares will be outstanding. The Board of Directors further believes that the increased market price of our common shares may improve the marketability and liquidity of the common shares and may encourage greater interest and trading in Company common shares.

Furthermore, the Company has announced its intent to spin off certain of its assets into a separate publicly-traded company called Retail Value Inc., or RVI. In connection with thespin-off of RVI, the Board expects that the Company’s market capitalization and, therefore, the trading price of the Company’s common shares, will decrease in proportion to RVI’s enterprise value. This decrease may be significant. A significantly decreased trading price could make the Company’s common shares less marketable or liquid, because investors may be less interested in trading securities with small values. Moreover, many institutional investors and investment funds may be reluctant to invest—or, in some cases, prohibited from investing—in lower priced securities.

In the event that the Company does not consummate thespin-off, the Board believes that the Company would still experience benefits from the reverse stock split. There can be no assurance that the Company will effect the reverse stock split, before or after the consummation of thespin-off, if consummated at all, or if the reverse stock split will result in the benefits discussed or any other benefits.

Board Discretion to Implement the Reverse Stock Split

If this Proposal Four is approved by shareholders and the Board of Directors determines to implement the reverse stock split, the Company will communicate to the public, prior to the effective date of the reverse stock split, detailed information regarding the reverse stock split. The Board of Directors reserves the right to elect not to proceed with the reverse stock split if it determines, in its sole discretion, that it would not be in the best

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interests of the Company or its shareholders. The Board of Directors may make such a determination if the Company abandons thespin-off of RVI or for other reasons.

Impact of the Reverse Stock Split

The reverse stock split would affect all of the Company’s common shareholders uniformly and would not affect any common shareholder’s percentage ownership interests or proportionate voting power, except to the extent that the reverse stock split could result in any of the Company’s common shareholders receiving cash in lieu of fractional shares, as described below. Furthermore, certain conversion ratios applicable to other securities issued by the Company, as well as exercise prices of, metrics for and amounts of common shares reserved in connection with equity andnon-equity awards to the Company’s employees, will be adjusted to reflect the reverse stock split. Common shareholders who hold small amounts or odd lots of common shares as a result of the reverse stock split may encounter increased costs or other difficulties in selling such shares. The reverse stock split will not affect our obligations to file reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934. Following the reverse stock split our common shares will continue to be listed on the New York Stock Exchange under the symbol “DDR.”

Practical Considerations

Common shareholders will not receive fractional shares in connection with the reverse stock split. Instead, the Company’s transfer agent will aggregate all fractional shares that would otherwise be issued in the reverse stock split into whole common shares and sell them on behalf of shareholders in the open market, when, how and through which broker-dealers as determined in its sole discretion without any influence by the Company, at prevailing market prices, and distribute the net proceeds pro rata to each shareholder who would otherwise have been entitled to receive a fractional share in the reverse stock split. Shareholders will not be entitled to any interest on the amount of payment made in lieu of a fractional share. Furthermore, ownership of fractional interests will not give holders any voting, dividend or other right, except the right to receive the cash payment. This cash payment may be subject to applicable U.S. federal, state and local income tax. If a holder’s common shares are held in multiple accounts, such shares may not be aggregated for determining such holder’s cash payment in lieu of fractional shares. If you hold our common shares in multiple accounts, you may wish to consolidate your holdings into one account to maximize the common shares that you will hold after the effective date of the reverse stock split. Common shares held in registered form (that is, stock held by you in your own name in our share register records maintained by our transfer agent) and common shares held in “street name” (that is, common shares held by you through a bank, broker or other nominee) for the same investor will be considered held in separate accounts and will not be aggregated when calculating post-reverse stock split holdings and cash payments in lieu of fractional shares. Furthermore, banks, brokers or other nominees may apply their own specific procedures for processing the reverse stock split. If you hold our common shares through an account or other arrangement with a bank, broker or other nominee, and if you have any questions in this regard, we encourage you to contact your nominee.

Shareholders should be aware that, under the escheat laws of the various jurisdictions where shareholders reside, where the Company is domiciled and where funds will be deposited, sums due for fractional shares that are not timely claimed may be required to be paid to the designated agent for each such jurisdiction. Thereafter, shareholders otherwise entitled to receive such funds may have to obtain them directly from the jurisdictions to which they were paid.

The Company will provide a letter of transmittal and/or other documentation in connection with any consummation of the reverse stock split. The letter of transmittal and/or other documentation will provide instructions and other information with respect to the reverse stock split, including procedures for exchanging stock certificates, shares held in registered book-entry form and shares held on behalf of beneficial owners by a bank, broker or other nominee.

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Accounting Consequences

The par value per share of our common shares will remain unchanged at $0.10 per share after the reverse stock split. As a result, on the effective date of the reverse stock split, the stated capital attributable to our common shares will be reduced proportionately, based on the reverse stock split ratio, from its present amount, and the additionalpaid-in capital account will be credited with the amount by which the stated capital is reduced. Our common shares held in treasury will also be reduced proportionately based on the reverse stock split ratio. After the reverse stock split, net income or loss per share, and other per share amounts will be increased because there will be fewer of our common shares outstanding. In subsequent financial statements and other financial disclosures, net income or loss per share and other per share amounts for periods ending before the reverse stock split will be recast to give retroactive effect to the reverse stock split. We do not anticipate that any other material accounting consequences will arise as a result of the reverse stock split.

Procedure for Effecting Reverse Stock Split

If the common shareholders approve this Proposal Four and the Board of Directors decides to implement the reverse stock split, the reverse stock split will become effective at the time and on the date of the filing of, or at such later time as is specified in, the corresponding amendment to our Third Amended and Restated Articles of Incorporation. Beginning on the effective date of the reverse stock split, each certificate representingpre-reverse stock split common shares or book-entry statement reflecting such shares will immediately be deemed for all corporate purposes to evidence ownership of post-reverse stock split common shares.

The actual text of the proposed revisions to ARTICLE FOURTH of our Third Amended and Restated Articles of Incorporation, marked with deletions indicated by strike-throughs and underlining to indicate additions, is attached to this Proxy Statement as Annex C. The amendment to our Third Amended and Restated Articles of Incorporation will become effective upon its filing with the Secretary of State of the State of Ohio, subject to shareholder approval of this Proposal Fourand the discretion of the Board of Directors.

Approval of this management proposal will require the affirmative vote of the holders of a majority of the outstanding common shares of the Company. Shares represented by properly delivered proxies will be voted at the meeting in accordance with the shareholders’ instructions. In the absence of specific instructions, the shares will be voted FOR this management proposal. Abstentions and brokernon-votes will have the same effect as votes cast against the proposal.

BOARD RECOMMENDATION:

“For” the Authorization of the Company’s Board of Directors to Effect, in its Discretion, a Reverse Stock Split of the Company’s Common Stock and the Adoption of a Corresponding Amendment to the Company’s Articles of Incorporation

DDR Corp.ï  2018 Proxy Statement    23

7. Proposal Five: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

Proposal Summary and Board Recommendation

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934, we are asking you to cast an advisory(non-binding) vote on the following resolution at the Annual Meeting:

RESOLVED, that, on an advisory basis, the compensation of our named executive officers, as disclosed pursuant to Item 402 of RegulationS-K, including in the Compensation Discussion and Analysis, compensation tables and related narratives and descriptions of our Proxy Statement for the 20182019 Annual Meeting, is hereby APPROVED.

This advisory vote, commonly known as a“Say-on-Pay” “Say-on-Pay” vote, gives you the opportunity to express your views about the compensation we pay to our named executive officers, as described in this Proxy Statement. The Board believes that our executive compensation program is designed appropriately and working effectively to help ensure that we compensate our named executive officers for the achievement of annual and long-term performance goals which will enhance shareholder value. Before you vote, please review the sections captioned “Compensation Discussion and Analysis” and “Executive Compensation Tables and Related Disclosure” below. These sections describe our named executive officer pay programs and the rationale behind the decisions made by our Compensation Committee.

You may vote “FOR” or “AGAINST” the resolution or abstain from voting on the resolution. The result of theSay-on-Pay vote will not be binding on us or our Board; however, the Board values the views of our shareholders. The Board and Compensation Committee will review the results of the vote and expect to take them into consideration in addressing future compensation policies and decisions.

Thisnon-binding advisory vote is currently scheduled to be conducted every year. The nextSay-on-Pay vote is expected to take place at our 20192020 Annual Meeting of Shareholders.

BOARD RECOMMENDATION:

“For” the Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

24    DDR Corp.ï  2018 Proxy Statement

We believe that you should vote “FOR” the approval, on anon-binding, advisory basis, of our named executive officer compensation, which, as described more fully under the section captioned “Compensation Discussion and Analysis,” we have designed to have strong links to performance, both in terms of operational and financial results as well as in optimizingcreation and implementation of a corporate strategy which is designed to optimize shareholder value.At-risk elements such as annual bonus incentives and long-term equity incentives typically comprise a significant portion of our overall executive remuneration. For these incentive plans, we establish performance goalsmetrics and objectives so that the level of compensation received appropriately corresponds to the level of performance achieved. In addition, the vesting of time-based restricted stock unitRSU awards is designed to encourage ownership that results in business decisions that build long-term shareholder value and thus stock price appreciation, and retention of our named executive officers. We believe that

For 2018, 60% of the compensation paid toamount of our named executive officers appropriately reflects key achievements resultingofficers’ annual incentive award payouts were determined by reference to the Company’s performance with respect to the following quantifiable metrics: same property net operating income (“Same Store NOI”), operating funds from operations (“Operating FFO”) and recurring general and administrative (“G&A”) expense management. The remaining 40% of each executive’s annual incentive award was tied to the leadershipCompensation Committee’s assessment of these namedindividual performance and the achievement of objectives for which the executive officers. Our named executive officer compensation program has been designed to:was individually responsible.

16    SITE Centers Corp.ï  2019 Proxy Statement

Investor Outreach

We proactively meet with our largest shareholders from time to time in order to discuss a variety of topics regarding the Company and to give these investors an opportunity to raise questions and provide our management team with feedback. Since January 1, 2018, we have held meetings with eleven of our largest institutional investors who we believe collectively own, together with members of the Otto family, over 60% of our common shares as of December 31, 2018. Topics of discussion in these meetings often included executive compensation, the composition of our Board of Directors and other corporate governance matters. Based on the discussion of our executive compensation program at these meetings, we believe that these investors understand our executive compensation program and have a favorable view of the alignment of pay and performance created by the program’s significant use of performance-based equity. Based on these meetings, we are not aware of any significant shareholder concerns regarding our pay practices or executive compensation program.

Compensation Program Design

Compensation Philosophy and Objectives

Our primary executive compensation objectives are to:

To achieve our objectives, we generally deliver executive

20    SITE Centers Corp.ï  2019 Proxy Statement

In determining the components of CEO compensation, the Committee focused on market data within this same group of shopping center REITs. Based on this data, and in particular considering Mr. Lukes’ location in New York City and the compensation breakdown for CEOs of those shopping center REITs considered by the Committee to be the Company’s direct peers and representative of the market for the Company’s executive talent, Mr. Lukes’ annual salary was set at $850,000, which was the 75^th percentile of the peer group, and the target level of his annual cash incentive pay was set at 125% of base salary with a maximum opportunity of 200% of base salary. These amounts and our agreement with Mr. Lukes were also influenced by our arms’ length negotiation with Mr. Lukes.

The Committee structured the equity component of the CEO’s compensation with three main objectives in mind: a significant portion of the equity should be “at risk”; performance should be evaluated solely based on relative total shareholder return (“TSR”) compared against other shopping center REITs; and payouts under performance-based equity awards should be reduced in the event relative TSR exceeds the threshold level but returns to shareholders are negative. Accordingly, the Committee granted Mr. Lukes both an upfront equity award that vests over time based on continued employment and initial performance-based equity awards subject toone-,two- and three-year performance periods. Time-based RSUs valued at approximately $2.95 million were granted to Mr. Lukes in connection with the execution of his employment agreement in March 2017 and generally vest in four equal annual installments on the first four anniversaries of the grant date.

The Committee allocated $3.0 million of the targeted $5.65 million annual CEO compensation program to “at risk” performance-based equity. In March 2017, Mr. Lukes was granted “target” awards of 34,398 performance shares, 68,795 performance-based RSUs and 103,193 performance-based RSUs with performance periods beginning in March 2017 and ending in February 2018, 2019 and 2020, respectively. With respect to these awards, the Committee has established rigorous performance thresholds as a condition to the amount of compensation ultimately received by the executive. As a result, no shares are payable under a particular performance-based award unless our relative TSR over the measurement period exceeds that of at least 33% of the peer group (at which point 50% of the award is payable), and the “target” number of shares is not payable unless our TSR exceeds that of at least 55% of the peer group. To achieve the maximum value of the award (in other words, 200% of target) our relative TSR must be at or above the 70^th percentile of peer group TSR. Straight-line mathematical interpolation applies between levels above the threshold level. In order to better align the interests of our CEO’s compensationnamed executive officers with shareholder returns, the Committee also felt that payouts under these performance-based equity awards should be reduced in situations where relative TSR performance thresholds are met but absolute TSR is negative. Therefore, under the terms of these awards, if our absolute TSR is negative over the performance period, any payout is reduced byone-third. Additional information concerning the terms of these performance-based equity awards is provided below under the section of this Compensation Discussion and Analysis entitled “2017 Compensation Program”. Beginning in 2018, Mr. Lukes is expected to receive (subject to the approvalthose of the Committee) similarly structured annual awards of performance-based RSUs having a “target” value of $3.0 million and a three-year performance period.

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At annualized 2017 “target” compensation levels, the compensation of our CEO is summarized in the chart below, illustrating that our program is heavily weighted toward “at risk”, incentive compensation:

The Committee used comparative data provided by Gressle & McGinleyOur long-term performance equity is based entirely on our TSR relative to model compensation programs for our Chief Operating Officer, Mr. Makinen,that of a defined group of peer companies. Our total shareholder return has lagged that of the peer companies during the one- and Chief Financial Officer, Mr. Ostrower, after the CEO’s design. The target total annual compensation for both of these officers was set at $1.8 million, comprised of base salary of $500,000, target cash bonus of $500,000, annualtwo-year performance periods ending on February 28, 2018 and February 28, 2019 applicable to certain performance-based equity of $600,000 (at target), and annualized time-based equity of $200,000. In additionawarded to the data analysis, these agreements and amounts were again subject to arms’ length negotiations with Messrs. Makinen and Ostrower. Each of Messrs. Makinen and Ostrower was awarded “target” numbers of 6,880 performance shares, 13,759 performance-based RSUs and 20,639 performance-based RSUs with performance periods beginningMr. Lukes in March 20172017. As a result, the amount of compensation realized by Mr. Lukes has been significantly below his target compensation, which further evidences our compensation philosophy and ending in February 2018, 2019commitment to strongly align the interests of management and 2020, respectively, whichshareholders through the use of performance-based equity. For a summary of performance-based equity awards are subject to substantially the same performance objectives as are applicablegranted to Mr. Lukes’ initial performance-based equity awards.Lukes and their status through February 28, 2019, see “– 2018 Compensation Program – Status of Performance-Based Equity Grants” below.

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